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Ramky Infrastructure Ltd.

BSE: 533262 Sector: Infrastructure
NSE: RAMKY ISIN Code: INE874I01013
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OPEN 49.50
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VOLUME 4980
52-Week high 58.25
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P/E
Mkt Cap.(Rs cr) 339
Buy Price 48.25
Buy Qty 343.00
Sell Price 48.95
Sell Qty 10.00
OPEN 49.50
CLOSE 50.05
VOLUME 4980
52-Week high 58.25
52-Week low 15.45
P/E
Mkt Cap.(Rs cr) 339
Buy Price 48.25
Buy Qty 343.00
Sell Price 48.95
Sell Qty 10.00

Ramky Infrastructure Ltd. (RAMKY) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of your company for the financial year ended March 31 2019. Theconsolidated performance of the company and its subsidiaries has been referred to whereverrequired.

Financial Results

The standalone and consolidated financial performance of the Company for the financialyear ended March 31 2019 is summarized below:

(Rs. in Millions)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations 14766.52 13464.37 17487.63 15784.97
Other Income 1389.45 3195.36 2546.20 5249.75
Total Income 16155.97 16659.73 20033.83 21034.72
Total Expenditure 15686.52 15630.08 20002.70 19923.58
Profit/(Loss) before taxes 469.45 1029.65 31.13 1111.14
Tax Expense/ (Benefit) 56.90 380.14 31.60 453.17
Profit/(Loss) after Tax 412.56 649.51 (0.48) 325.25
Earnings per equity shares in INR 7.00 11.03 2.55 4.85
Minority Interest - - (150.86) 39.34
Share of loss from associate companies - - - (332.72)

Review of Performance and state of the company's affairs Standalone:

During the year under review members will notice that the standalone revenues fromoperations have increased to Rs. 14766.52 Millions from 13464.37 Millions of theprevious year 2017-18. However due to decrease in the other income from Rs. 3195.36 toRs. 1389.45 the profit after tax has decreased to Rs. 412.56 as against profit of Rs.649.51 Millions in the previous year 2017-18.

During the year under review members will notice that the consolidated revenues havealso increased to Rs. 17487.63 Millions from Rs. 15784.97 Millions to theprevious year 2017-18.

Consolidated:

The consolidated accounts of your Company broadly represents the EPC business plus theinvestment that have gone into the 13 wholly owned subsidiaries 7 Subsidiaries 2 JointlyControlled entities 2 Associates & 3 step down subsidiaries of the Company and theconsolidated business represents the consolidation of the EPC business and the integratedinfrastructure developer businesses.

In accordance with Regulation 34(2) of the listing agreement and in compliance with theprovisions of the Companies Act 2013 and the Accounting Standards. Your Directors havepleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

A statement containing brief financial details of the subsidiaries for the financialyear ended March 31 2019 is annexed as Annexure - I. The annual accounts of thesesubsidiaries and the related detailed information will be made available to any member ofthe Company/its subsidiaries seeking such information at any point of time and are alsoavailable for inspection by any member of the Company/its subsidiaries at the registeredoffice of the Company. The annual accounts of the subsidiaries will also be available forinspection as above at registered office of the respective subsidiary companies.

In terms of Section 136 of the Companies Act 2013 the audited financial statements isopen for inspection at the Registered Office of the Company. Copies of this statement maybe obtained by the members by writing to the Company Secretary at the Registered Office ofthe Company.

Dividend and Transfer to Reserves

Your Board of Directors has not recommended any dividend for the financial year2018-19. No amount is transferred to General Reserve during the financial year 2018-19.

Share Capital

During the period under review there is no change in the Authorised share Capital ofthe Company. The Authorised share capital is Rs. 700000000 divided into 70000000equity shares of Rs. 10/- each and Paid-up Share Capital is Rs. 598477910 divided into59847791 equity shares of Rs. 10/- each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished. During the period under reviewthe Company has allotted 2650000 equity shares upon conversion of CompulsorilyConvertible warrants issued at face value Rs.10/- each and at premium of Rs. 91.00/-each.

Directors & Key Managerial personnel Composition of Board

The Board of Directors of your company is duly constituted. The Board consists of EightDirectors comprising of Two Executive Directors One Non-Executive Director One NomineeDirector and four Independent Directors.

Key Managerial Personnel and changes

Following are the Key Managerial Personnel and changes in the Company. Mr. Y.R.Nagaraja – Managing Director Mr. I.W. Vijaya Kumar – Chief Financial Officer(Resigned w.e.f.31.05.2019) Mr. Sanjay Kumar Sultania – Chief Financial Officer(Appointed w.e.f. 31.05.2019) Mr. Akash Bhagadia - Company Secretary The Board ofDirectors at its meeting held on 13.11.2018 has appointed Mr. Ravikumar Reddy Somavarapuand Dr. Sastry Gangadhara Peddibhotla as Additional Non-Executive Independent Director onthe Board of the Company. The Board of Directors at its meeting held on 13.02.2019 hasre-appointed Mr. Murahari Reddy Velpula as Independent Director of the Company for afurther period of 5 years commencing from 31.03.2019 subject to the approval of membersin the ensuing General Meeting.

Upon the recommendation of Nomination and Remuneration committee and request of Dr.Anantapurguggilla Ravindranath Reddy (DIN 01729114) The Board at their meeting held on13.08.2018 has changed the designation of Dr. Anantapurguggilla Ravindranath Reddy asNon-Executive Director from Non-Executive Independent Director.

Proposed Appointments / Re-appointments in the 25th Annual General Meeting

(i) Approval of the shareholders is being sought for the appointment of Dr.Anantapurguggilla Ravindranath Reddy (DIN 01729114) as Director (Non-ExecutiveNon-Independent Director) of the Company who retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer himself for re-appointment inaccordance with the provisions of the Companies Act and pursuant to Articles ofAssociation of the Company.

(ii) Appr oval of the derssharehol is being sought for the appointing Mr. RavikumarReddy Somavarapu as a Non-Executive Independent Director in accordance with the provisionsof the Companies Act and pursuant to Articles of Association of the Company.

(iii) Appr oval of the shareholders is being sought for the Dr. Sastry GangadharaPeddibhotla as a Non-Executive Independent Director in accordance with the provisions ofthe Companies Act and pursuant to Articles of Association of the Company.

(iv) Appr oval of the shareholders is being sought for the re-Mr. Murahari ReddyVelpula as a Non-Executive Independent Director for a further period of 5 yearscommencing from 31.03.2019 in accordance with the provisions of the Companies Act andpursuant to Articles of Association of the Company.

Board of Directors has proposed for appointment of aforesaid Directors in the ensuingAnnual General Meeting of the Company.

Number of meetings of the Board

During the year under review Five Board Meetings were held on 09.04.2018 30.05.201813.08.2018 13.11.2018 and 13.02.2019. The intervening gap between any two Board Meetingsis within the period prescribed by the Companies Act 2013 and the Listing Agreement.

Declarations by Independent Directors

The Company has received declarations from the Independent Directors under Section149(6) of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015confirming their independence vis--vis the Company.

Board evaluation and assessment

The Company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in-a) Moreeffective board process b) Better collaboration and communication c) Greater clarity withregard to members roles and responsibilities d) Improved chairman – managingdirectors and board relations The evaluation process covers the following aspects

- Self-evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non-executive directors to the chairman

- Feedback on management support to the board.

Familiarization Programme for Independent Directors

The Company shall through its Senior Managerial Personnel familiarize the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarized with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to get familiarizedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe company. Detailed presentations on the business of the company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be and link is available at the website www.ramkyinfrastructure.com

Directors' Responsibility Statement

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that: appointinga. in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b. such accounting policies have beenselected and applied consistently appointing and the Directors made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2019 and of the profit of the Company for thatyear; c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d. the annualaccounts of the Company have been prepared on a going concern basis; e. internal financialcontrols have been laid down to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; f. proper systems havebeen devised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively;

Constitution and Composition of Audit Committee

The Audit Committee of the company is duly constituted as per Section 177 of theCompanies Act 2013. Composition and Scope of Audit Committee is provided under theCorporate Governance report annexed herewith.

Corporate Governance

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 entered into with the Stock Exchanges aseparate Report on Corporate Governance along with a certificate from Mr. N.V.S.S.Suryanarayana Rao Practicing Company Secretary regarding its compliance is annexed andforms part of this Report. Your Company will continue to adhere in letter and spirit togood corporate governance policies.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 The Management Discussion and Analysis Reporthighlighting the industry structure and developments opportunities and threats futureoutlook risks and concerns etc. is furnished separately and is set out in this report.

Statutory Auditors

Members of the Company in the 24th Annual General Meeting held on 25.09.2018has appointed M/s. M.V. Narayana Reddy & Co. (FRN.No: 002370S) CharteredAccountants as Statutory Auditors of the Company for a period of 5 years to carry outaudit for financial year 2018-19 to 2022-23.

The Ministry of Corporate Affairs vide its notification dated 7th May 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditorsappointment is not included in the notice of the ensuing Annual General Meeting.

Reporting of Fraud

The Auditors of the Company have not reported any frauds specified under Section143(12) of the Companies Act 2013.

Cost Audit Report

Pursuant to the provisions of Section 148 of the Companies Act 2013 and as per theCompanies (Cost Records and Audit) Rules 2014 and amendments thereof read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time theBoard of Directors at their meeting dated 13.08.2018 appointed M/s. S R and AssociatesCost Accountants as the Cost Auditors of the Company for the financial year 2018 –19. The Board approved their appointment for the FY 2018-19. The Cost Audit Report will befiled within the stipulated period of 180 days from the closure of the financial year.

A proposal for approval of remuneration of the Cost Auditor for financial year 2018-19is placed before the shareholders.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31 March 2012. In view of the requirementsspecified the Company is not mandated for the providing the BRR and hence do not formpart of this Report.

Corporate Social Responsibility

Ramky Infra has been pursuing CSR activities long before they were made mandatory underthe Companies Act 2013. You are aware that the CSR activities are being carried underRamky Foundation a charitable trust which looks after CSR activities. It focuses on 4thrust areas viz natural resource management education health and women empowerment. Itseeks to bring corporate sector with an overall aim to create equitable sustainable andaccessible developmental opportunities for the communities we serve.

A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8of Companies (Corporate Social Responsibility Policy) Rules 2014 is appended to thisannual report as Annexure – II and link to the CSR policy is available at thewebsite www.ramkyinfrastructure.com.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Particulars of Loans Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Actare provided in the Notes to the Financial Statements provided in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the company is required to obtain Secretarial Audit Report from PracticingCompany Secretary. Mr. N.V.S.S. Suryanarayana Rao Practicing Company Secretary wasappointed to issue Secretarial Audit Report for the financial year 2018-19.

Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao Practicing CompanySecretary in Form MR-3 for the financial year 2018-19 forms part to this report as ‘Annexure– III'.

Management responses to observations in Secretarial Audit Report:

The following are the responses of the management against the observations made by theSecretarial Auditor:

Sl. No Observations Management replies/ response
1. Company is yet to submit the Annual Performance Report of Ramky Engineering and Consulting Services (FZC) wholly owned foreign Subsidiary with RBI. Management to ensure the timely compliance and to submit the Annual Performance report to RBI without further delay.
2. As on March 31 2019 undisputed dues in respect Provident Fund Employees State Insurance and Gratuity have not been regularly deposited with the appropriate authorities and there have been delays in number of cases; Management to ensure that existing systems are more tightened and that the compliances are being carried out without any delay
3. There was delay in filing of prescribed forms with MCA beyond time limit of 30 days but within 300 days and in respect of which Company has paid additional fee. Company will ensure timely compliances.
4. Mr. Y R Nagaraja Managing director and Mr. A Ayodhya Rami Reddy Wholetime Director of the company has created a pledge on the shares of the company during the closure of trading window from 24th May 2018 to 02nd June 2018. Documents with respect to pledge of shares were executed prior to closure of trading window. However because of procedural delay the pledge on shares were executed on 25th May 2018 i.e. during the closure of trading window.
5. In pursuance of Section 124(6) of the Companies Act 2013 Company has not transferred the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund. All the compliance with respect to transfer of unclaimed and un paid dividend is completed. However because of conversion of physical shares into demat there was a delay in transfer of shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund.

As required under the provisions of SEBI LODR Regulations a certificate confirmingthat none of the Directors on the Board have been debarred or disqualified by theBoard/Ministry of Corporate Affairs or any such statutory authority obtained from Mr.N.V.S.S. Suryanarayana Rao Practicing Company Secretaries is a part of the CorporateGovernance report.

Management responses to observations in Auditor's Report

With reference to observations made in Auditor's Report the notes of account isself-explanatory and therefore do not call for any further comments. The results for theyear ended March 31 2019 have been subjected to an audit by the Statutory Auditors of theCompany without qualification.

S. No. Emphasis of Matters in Standalone Financials Company's comments/remarks
1 Ramky Infrastructure Limited : Material uncertainties exist over the realisability of certain construction work-in-progress aggregating to Rs. 996.12 million which are subject matter of arbitration proceedings/negotiations with customers and contractors due to foreclosure of contracts and other disputes. The Management of the Company keeping in view the long term nature of contracts terms and conditions implicit in these contracts and the ongoing discussions based on which steps to recover are currently in process and is confident of recovering the amount as they are contractually tenable.
2 Srinagar Banihal Expressway Limited / Ramky Infrastructure Limited: Cost overrun of the project to the extent of Rs 3679.03 million including taxes accounted during the year. Srinagar Banihal Expressway Limited had subcontracted the turnkey EPC contract of the four laning of the section on the Srinagar Banihal National Highway 1A in the state of J&K to Ramky Infrastructure Limited at a lumpsum consideration of Rs 11750 million in the year 2011. The construction period for the project was for a period of three years. Due to delays beyond the control and scope of the Contractor the Contractor had to incur additional cost in terms of price and quantity variations. Hence there is a cost over run cost of Rs.3679.03 million (inclusive tax)
1 Ramky Infrastructure Limited : Material uncertainties exist over the realisability of certain construction work-in-progress aggregating to Rs 996.12 million which are subject matter of arbitration proceedings/negotiations with customers and contractors due to foreclosure of contracts and other disputes. The Management of the Company keeping in view the long term nature of contracts terms and conditions implicit in these contracts and the ongoing discussions based on which steps to recover are currently in process and is confident of recovering the amount as they are contractually tenable.
2 Srinagar Banihal Expressway Limited / Ramky Infrastructure Limited: Cost overrun of the project to the extent of Rs 3679.03 million including taxes accounted during the year. Srinagar Banihal Expressway Limited had subcontracted the turnkey EPC contract of the four laning of the section on the Srinagar Banihal National Highway 1A in the state of J&K to Ramky Infrastructure Limited at a lumpsum consideration of Rs 11750 million in the year 2011. The construction period for the project was for a period of three years. Due to delays beyond the control and scope of the Contractor the Contractor had to incur additional cost in terms of price and quantity variations. Hence there is a cost over run cost of Rs.3679.03 million (inclusive tax)
3 Srinagar Banihal Expressway Limited:
The Company could not meet its borrowing obligations with the lenders during the year as a result of which loan accounts with various banks had become NPA. Srinagar Banihal Expressway Limited has been sanctioned term loan of Rs.14400 Million to construct the Highway i.e. four laning of section on the Srinagar Banihal National Highway 1A.
However due to delays beyond the control of the Company the project had both time over run and cost over run cost. Since the project has achieved the PCOD it has been decided that in the absence of being funded by the Lenders and Promoters to use the annuity proceeds on completing the project instead of incurring the interest and principal obligation. Hence it has become an NPA Account.
4 Hospet Chitradurga Tollways Limited :
Termination of the project by the Company & NHAI. Since the Company is a project specific Company termination of the project affects the Going Concern nature of the Company. The Company has been incorporated to undertake Road project under PPP Mode. However the project could not materialise.
The investments made in this project having been impaired in the Accounts the Company is in the process of approaching ROC / MCA for strike off the name from the Register.
5 Ramky Pharma City (India) Limited :
Uncertainty in connection with the Charge sheet filed by CBI and attachment order of the ED in respect of certain assets of the Company. On an appeal preferred by the Company before the Appellate Tribunal against the attachment order of ED the Tribunal partly allowed the appeal by modifying both impugned orders until the final decision is given by the Special Court on Merit.
Accordingly the Appellate Tribunal directed the ED to restore the possession of 60 unsold plots valued INR.224.50 Millions. However the attachment shall continue in respect of 50 mtrs inward as buffer zone inside the Pharma City till the dispute is finally decided / vacated by the Special Court. The remaining all attached properties are released forthwith.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (LODR) Regulations2015 the company has established a mechanism through which all stake holders can reportthe suspected frauds and genuine grievances to the appropriate authority. The Whistleblower policy which has been approved by the board of directors of the company has beenhosted on the website of the company www.ramkyinfrastructure.com Risk ManagementFramework

Pursuant to SEBI (LODR) Regulations 2015 the Board of Directors of the top 100 Listedentities are mandated to constitute a Risk Management Committee. Since the Company is notfalling under the above criteria there is no requirement to constitute such a committee.

However periodic assessments to identify the risk areas are carried out and managementis briefed on the risks in advance to enable the Company to control risk through aproperly defined plan. The risks are taken into ac- count while preparing the annualbusiness plan for the year.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2019 the Companyhas not received any complaints pertaining to Sexual Harassment.

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial year were inthe ordinary course of business of the company and were on an arm's length basis. Therewere no materially significant related party transactions entered by the company duringthe year with the promoters directors key managerial personnel or other persons whichmay have a potential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors ishosted on the website of the company www.ramkyinfrastructure.com Particulars ofevery contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 including certain arm'slength transactions under third proviso thereto shall be disclosed in Form No. AOC-2 isappended as ‘Annexure-IV' to the Board's report.

Material changes and commitments if any affecting the financial position of thecompany

There are no material changes and commitments affecting the financial position of thecompany which occurred between the end of the financial year to which the financialstatements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

Public Deposits

Your Company has not accepted any fixed deposits including deposits from the public.As such there was no principal or interest outstanding on the date of the Balance Sheet.

Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary in line with therequirements of the Listing Agreement. The Policy on Material Subsidiary is available onthe website of the Company at www.ramkyinfrastructure.com Remuneration Policy

The Board has on the recommendation of Nomination and remuneration Committee approved apolicy for selection and appointment of Directors Key Managerial Personnel SeniorManagement and their remuneration. The policy of the Company on Directors appointment andremuneration including the criteria for determining the qualifications positiveattributes independence of a director and other matter as required under sub section (3)of Section 178 of the Companies Act 2013 is available on the website of our Company at www.ramkyinfrastructure.comParticulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is NIL

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure V and forms part of this Report.

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act an extract of the Annual Return inthe prescribed format is placed on the website of the company www.ramkyinfrastructure.com.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Conservation of Energy which is an ongoing process in the Company's constructionactivities and the same is not furnished as the relevant rule is not applicable to yourcompany.

There is no information to be furnished regarding Technology Absorption as your companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.

Innovation is a culture in the Company to achieve cost efficiency in the constructionactivity so as to be more competitive in the prevailing environment.

Foreign Exchange Earnings and Outgo

In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988the information relating to foreign exchange earnings and outgo is provided under Notes tothe Balance Sheet and Profit and Loss Account.

Internal Audit & Controls

The Company has appointed M/s. JKMR & Co as its Internal Auditors for thefinancial year 2018-19 Their scope of work includes review of processes for safeguardingthe assets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

Industrial Relations

The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

Listing with Stock Exchanges

The equity shares of your Company are listed on the National Stock Exchange and theBombay Stock Exchange Mumbai. The Company has been complying with the regulations asprescribed under SEBI (LODR) Regulations 2015. The Company confirms that it has paid theAnnual Listing Fees for the year 2018-19 to NSE and BSE where the Company's Shares arelisted.

Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

Acknowledgements

Your Directors wish to express their appreciation of the support and cooperation of theCentral and the State Government bankers financial institutions suppliers associatesand subcontractors and seeks their continued patronage in future as well.

For and on behalf of the Board of
RAMKY INFRASTRUCTURE LIMITED
Sd/- Sd/-
A. AYODHYA RAMI REDDY Y.R. NAGARAJA
Whole-time Director Managing Director
Place: Hyderabad
DIN: 00251430 DIN: 00009810
Date: 12.08.2019

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